SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549  Form
10-KSB/A (Amendment No. 2)  Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934  For the
fiscal year ended: December 31, 2007  For
the transition period from
 to
_______________________  Commission
file number 333-51918  FULLCIRCLE REGISTRY, INC.(Name of small business issuer in its
charter)  Nevada

87-0653761(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)161 Alpine Drive, Shelbyville, Kentucky

40065(Address of principal executive offices)

(Zip Code)  Issuer's telephone
number (502) 410-4500  Securities registered
under Section 12(b) of the Exchange Act:  Title of each
class

Name of each
exchange on which registered  Securities registered
under Section 12(g) of the Exchange Act:  (Title of class)(Title of class)  Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange
Act.      o  Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x    No o   Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. o  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).   Yes o    No x  State issuer's revenues for its most recent fiscal year.
 $67,303  State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)  $2,224,493 based on 52,341,027 shares of common stock at $0.0425
per share  State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 71,696,906 Class A
common shares and 20,000 Class A preferred shares as of December 31, 2007  DOCUMENTS
INCORPORATED BY REFERENCE  No
documents are incorporated herein by reference.  Transitional
Small Business Issuer Format   Yes  o     No  x    EXPLANATORY NOTE  This Amendment No.2 on Form 10-KSB/A to the Annual Report on Form
10-KSB for the year ended December 31, 2007 of the Registrant which was filed
with the Securities Exchange Commission on May 12, 2008 (the Original Filing)
is being filed to amend or include certain disclosures contained in Item 8A.
Controls and Procedures, Item 8T. Managements Report on Internal Control Over
Financial Reporting, and in the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), this Amendment No. 2 amends Items 8A and 8A(T)
in their entirety and contains new certifications pursuant to Rules 13a-14 and
15d-14 under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.
No other information in the Original Filing is amended hereby. This amendment
does not have any impact on our audited consolidated financial statements for
the fiscal year ended December 31, 2007 or the notes thereto contained in the
Original Filing. This Form 10-KSB/A continues to describe conditions as of the
date of the Original Filing, and accordingly, the Company has not updated the
disclosures contained herein to reflect events that occurred at a later date.   2   ITEM
8A.  Controls and Procedures.  Pursuant to Rule 13a-15(b) under the Securities Exchange Act of
1934 (Exchange Act), the Company carried out a formal evaluation of the
effectiveness of the Companys disclosure controls and procedures (as defined
under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. The Companys CEO and CFO has concluded that the Companys
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act, is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to the Companys management, to
allow timely decisions regarding required disclosure.  Our internal controls over financial reporting are designed by, or
under the supervision of, our Chief Executive Officer and Principal Accounting
Officer, or persons performing similar functions, and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:  · Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets.  · Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and
directors; and  · Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.  Item 8A(T). 
Managements Report on Internal Control Over Financial Reporting.  Our Chief Executive Officer, who also acts in the capacity of
Principal Accounting Officer, is responsible to design or supervise a process to
be effected by our board of directors that provides reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.  The policies and procedures include:  · Maintenance of records in reasonable detail to accurately and
fairly reflect the transactions and dispositions of assets,  · Reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of management and directors, and  3   · Reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could have a
material effect on our financial statements.  In connection with the preparation of this Annual Report on Form
10-KSB for the year ended December 31, 2007, management, with the participation
of our Chief Executive Officer and Principal Accounting Officer, has evaluated
the effectiveness of our internal controls over financial reporting, pursuant to
Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Principal
Accounting Officer have concluded that the design and operation of our internal
controls and procedures are effective as of December 31, 2007.  For the
year ended December 31, 2007, our management has relied on the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), Internal Control -
Integrated Framework, issued in 1992, to evaluate the effectiveness of our
internal control over financial reporting and based upon that framework
management has determined that our internal control over financial reporting is
effective.  Our management has also determined that there were no significant
changes in our internal controls over financial reporting that occurred during
the fourth fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.  This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting.  Our managements report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit the company to provide only managements report in this annual
report.   4   SIGNATURES   In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.   Date:  September
12, 2008  FullCircle
Registry, Inc.   By:
 /s/ Norman L. Frohreich Norman
L. Frohreich President,
Chief Executive Officer, and Principal
Accounting Officer    In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.   Date:  September
12, 2008 By:
/s/ Issac Boutwell Isaac
Boutwell Director   Date:  September
12, 2008 By:/s/ David E. Allen David
E. Allen Director   Date:
  September 12, 2008 By:
/s/ Norman L. Frohreich Normal
L. Frohreich President Chief
Executive Officer Principal
Accounting Officer Director  5